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Legal
Sprawozdanie Rady Nadzorczej oraz Komitetu Audytu Rady Nadzorczej z Działalności w 2020 Roku: Wraz z ocenami
This report details the activities and oversight functions of the PCF Group S.A. Supervisory Board and Audit Committee for the 2020 financial year. The primary purpose of the document is to provide an official account of corporate governance, board composition changes, and the evaluation of internal control systems in compliance with the Best Practice for GPW Listed Companies 2016. The scope of the report covers the 2020 calendar year, a period of significant transition for the company as it prepared for its initial public offering on the Warsaw Stock Exchange. Key organizational milestones included expanding the Supervisory Board from three to five members in June 2020 to include independent directors and the formal establishment of an Audit Committee. The board held four formal meetings and passed 13 resolutions during the year, maintaining a 100% attendance rate. A significant operational shift occurred in December 2020 when the company transitioned from using external accounting firms to an internal finance and accounting department to manage its books and financial reporting. The Supervisory Board concluded that the company’s internal control and risk management systems were adequate and effective. While a formalized internal audit unit did not exist in 2020 due to the company's specific operational scale, the board noted that the Management Board would consider establishing such a function or outsourcing it as the business model evolves. The report also confirms that the company did not engage in any sponsoring or charitable activities during the period and successfully fulfilled all corporate governance transparency requirements. The findings are based on internal board reviews, management reports, and consultations with external auditors regarding the 2019 and 2020 financial statements.
PCF GroupMay 2021
Legal
Sprawozdanie Rady Nadzorczej i Komitetu Audytu Rady Nadzorczej z działalności w 2024 roku
The 2024 fiscal year for PCF Group S.A. was defined by rigorous financial oversight and a strategic consolidation of internal controls across its international gaming operations. The Supervisory Board and Audit Committee focused heavily on risk management, specifically targeting IT cybersecurity and the operational integration of subsidiaries Incuvo S.A. and Game On Creative Inc. A significant structural achievement during this period was the transition of all subsidiary accounting to internal systems by mid-year, a move designed to enhance transparency and reporting accuracy. Governance activities were marked by high engagement, with the board passing eighteen resolutions and maintaining a 92% attendance rate. Following leadership changes, the appointment of Lidia Banach-Hoheker ensured the continued presence of specialized expertise in accounting and the gaming industry, satisfying regulatory requirements for independent oversight. Internal audits led by Dr. Aleksander Ferenc, alongside external reviews by Grant Thornton, confirmed the adequacy of the company’s internal control systems and legal archiving processes. The evaluation of the company’s performance indicates full compliance with corporate governance and information disclosure obligations. Notably, the group maintained a strict focus on core business operations, reporting zero expenditures related to sponsorship, charitable activities, or the support of cultural and sporting organizations. This disciplined approach to resource allocation, combined with a positive assessment of the cooperation between the Management and Supervisory Boards, suggests a stable administrative foundation for the group’s ongoing development in the global gaming market.
PCF GroupMay 2025
Legal
PCF Group Supervisory Board and Audit Committee Activity Report 2022
The 2022 fiscal year for PCF Group S.A. was defined by a strategic focus on strengthening corporate governance and formalizing internal oversight mechanisms. Throughout the period, the Supervisory Board and Audit Committee maintained rigorous oversight of financial reporting, auditor independence, and profit distribution. Despite personnel changes within the Board, the company successfully maintained a balance of independent members and high attendance rates across its twenty-six resolutions and multiple committee meetings. These activities ensured that the Management Board remained in full compliance with information disclosure obligations and the Best Practices of GPW-listed companies. A primary finding of the year’s assessment was the need to evolve the company’s internal control environment. While existing systems were deemed effective, the absence of formalized compliance and risk management reports led to the establishment of a dedicated internal audit function effective January 1, 2023. This new unit, led by an appointed internal auditor, marks a transition toward more structured risk management, though recommendations remain in place to eventually separate this role from other executive integration duties to ensure maximum independence. The scope of these activities covers the entirety of the PCF Group’s operations during the 2022 calendar year. Financial and operational reviews confirmed that the Group did not engage in any sponsoring or charitable activities, nor did it incur expenses related to the support of culture, sports, or social organizations during this timeframe. Ultimately, the governance structures in place provided a stable foundation for the company’s financial integrity as it moved toward a more formalized internal audit framework for the subsequent year.
PCF GroupMay 2023
Legal
PCF Group Supervisory Board and Audit Committee Activity Report 2023
The supervisory board and its audit committee presented a comprehensive account of their oversight activities for PCF Group S.A. during 2023, emphasizing adherence to statutory duties, corporate‑governance standards and the “Good Practices of Companies Listed on the GPW 2021.” The report confirms that the board’s composition remained unchanged, consisting of five members, two of whom met the legal independence criteria, while the chairman held a 41.71 % shareholding but no material ties to other major shareholders. Nine board meetings were held, achieving an average attendance of 86.25 %, and a total of thirty resolutions were adopted, including twenty‑four during formal sessions and six via remote communication. Key decisions covered related‑party transaction policies, approval of an investment agreement with Krafton Inc., multiple resolutions related to the ordinary shareholders’ meeting, and the selection of Grant Thornton Polska as the statutory auditor for the 2023‑2024 financial periods. The audit committee, composed of three members, convened seven times with over 76 % attendance and issued nine resolutions addressing audit planning, auditor selection, and approval of non‑audit services. Internal audit was instituted on 1 January 2023 under Dr Aleksander Ferenc, who also served as Chief Integration Officer. The internal audit function produced reports on procurement, finance and subsidiary management, received positive evaluation from the audit committee, and contributed to the annual assessment of internal‑control, risk‑management and compliance effectiveness, which the supervisory board deemed adequate and effective. No material deficiencies were identified by the external auditor, and the board affirmed that the company fully complied with ongoing information‑disclosure obligations. The overall self‑assessment concluded that supervisory oversight was diligent, efficient and supported by a diversified skill set among members, that cooperation with management was constructive, and that corporate‑governance practices, including transparency, risk oversight and internal‑audit integration, were consistently applied throughout the 2023 fiscal year.
PCF GroupApr 2024